If a Service Buyer and a Provider enter into a Service Buyer Initiated Direct Work Order, whether fixed-price or hourly service Work Orders, these Direct Work Order Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts for Service Buyer Initiated Direct Work Orders. Marketplace Service Work Orders are governed by the applicable escrow instructions.
To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”).
Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions only apply to Service Buyer Initiated Direct Work Orders.
Escrow services are provided by Payment Escrow Inc. (“Payment Escrow”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.
1. DIGITAL SIGNATURE
By clicking to accept a Service Buyer Initiated Direct Work Order, whether fixed-price or hourly, Service Buyer and Provider are deemed to have executed these Escrow Instructions electronically, effective on the date Service Buyer clicks to accept the Direct Work Order, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Service Buyer and Provider agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions.
2. ESCROW
2.1 Direct Work Order Fixed-Price Work Orders
Service Buyer agrees to deposit funds to the Direct Work Order Escrow Account for the amount of any milestone(s) or the full amount of the Direct Work Order if there is only one milestone for each active fixed-price Direct Work Order when the Service Buyer approves the Provider’s submission of work. Any funds deposited by Service Buyer remain in the Direct Work Order Escrow Account until they are released to the Provider Escrow Account or released to the Service Buyer. Payment Escrow will not release funds held in escrow except as described in these Escrow Instructions.
2.2 Direct Work Order Hourly Work Orders and Invoices
Service Buyer agrees to fund through the Direct Work Order Escrow Account payments to Provider on a weekly basis for the amount of Provider’s applicable hours logged during the billing period (“Direct Work Order Hourly Work Order Funds”). Invoices for hours recorded by the Provider on Panameer will be generated each Monday, on the Monday that follows the end of the weekly billing cycle (such invoice, the "Direct Work Order Hourly Invoice").
It is the responsibility of the Service Buyer to review any Direct Work Order Hourly Invoice before agreeing to fund the Direct Work Order Escrow Account. Service Buyer will be deemed to have accepted the Provider Services and all hours invoiced by Provider during the invoice period upon funding. If the Service Buyer has deposited sufficient funds to the Direct Work Order Escrow Account and a Release Condition is met, Payment Escrow will release the Direct Work Order Hourly Work Order Funds to Provider. Payment Escrow will not release funds held in escrow except as described in these Escrow Instructions.
3. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Service Buyer and Provider irrevocably authorize and instruct Payment Escrow to release applicable portions of the Direct Work Order Escrow Account (each portion, a “Release”) to their Provider Escrow Account or Service Buyer Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. If the funds are released to the Service Buyer Escrow Account, they will be automatically returned to the Service Buyer’s Payment Method that was charged to fund escrow. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Provider’s or Service Buyer’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
3.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the following: 1. For fixed-price Direct Work Orders, Service Buyer affirmatively clicks to approve the milestone(s) or fixed-price Direct Work Order work submitted by Provider for approval.
2. For fixed-price Direct Work Orders, Service Buyer affirmatively clicks to accept the milestone(s) or fixedprice Direct Work Order work performed, but not yet submitted by Provider for approval. 3. For fixed-price Direct Work Orders, Service Buyer does not take any action for 14 days from the date Provider submits the milestone or fixed-price Work Order work for approval, in which case Provider and Service Buyer agree that Payment Escrow is authorized and irrevocably instructed to immediately release to Provider the amount associated with the applicable milestone(s) in connection with such Release request.
4. For fixed-price Direct Work Orders, Provider cancels the Work Order before a payment has been released to Provider, in which case the funds are to be returned to the Service Buyer.
5. For fixed-price Direct Work Orders, Service Buyer cancels the Work Order before a payment has been released to Provider and Provider approves the request or takes no action within seven (7) days, in which case the funds are to be released to the Service Buyer.
6. For hourly Direct Work Orders, Service Buyer has approved all or a portion of the Direct Work Order Hourly Invoice submitted by Provider upon funding, which is deemed acceptance for purposes of this Release Condition.
7. Service Buyer and Provider have submitted joint written instructions for a Release.
8. Issuance of the final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
9. We believe, in our sole discretion, that fraud, an illegal act, or a violation of Panameer's Terms of Service has been committed or is being committed or attempted, in which case Service Buyer and Provider irrevocably authorize and instruct Payment Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
4. INSTRUCTIONS IRREVOCABLE
On the occurrence of a Release Condition, Service Buyer and Provider are deemed to and hereby agree that the instruction to Payment Escrow and its wholly owned subsidiaries to release funds is irrevocable.
Without limiting the foregoing, Service Buyer’s instruction to Payment Escrow and its wholly owned subsidiaries to pay a Provider is irrevocable. Such instruction is Service Buyer’s authorization to transfer funds to Provider from the Service Buyer Escrow Account or authorization to charge Service Buyer’s Payment Method. Such instruction is also Service Buyer’s representation that Service Buyer has received, inspected and accepted the subject work or expense. Service Buyer acknowledges and agrees that upon receipt of Service Buyer’s instruction to pay Provider, Payment Escrow will transfer funds to the Provider and that Panameer, Payment Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Service Buyer agrees that once Payment Escrow or its subsidiary has charged Service Buyer’s Payment Method, the charge is non-refundable.
5. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
Service Buyers may also make a bonus, tip, expense, or other miscellaneous payment to Provider using the Site. To make such a payment to a Provider, Service Buyer must follow the instructions and links on the Site and provide the information requested. If Service Buyer clicks to pay such a payment to Provider, Service Buyer irrevocably instructs Payment Escrow to and Payment Escrow will release funds to Provider.
6. REFUNDS AND CANCELLATIONS
Service Buyer and Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. Panameer will hold funds in the Direct Work Order Escrow Account until a Release Condition, as defined in Section 3.1 is fulfilled. If there are no funds in escrow, Provider may issue a refund via the Panameer platform up to the full amount paid on the hourly Direct Work Order or fixed-price Direct Work Order.
7. EXCLUSIONS
Panameer’s Dispute Assistance Program and Payment Protection Programs do not apply to Service Buyer Initiated Direct Work Orders. Panameer, Payment Escrow, and Affiliates do not guarantee that Provider will be paid by Service Buyer. Upon occurrence of a Release Condition, as defined in Section 3.1, Payment Escrow can release only the amount of funds that have been deposited by Service Buyer to the Direct Work Order Escrow Account.
Panameer, Payment Escrow, and Affiliates are under no circumstances liable to Provider for payment for Service Buyer’s failure to deposit funds to the Direct Work Order Escrow Account to cover payment to Provider.
8. NOTICES
All notices to a User required by these Escrow Instructions will be made via email sent by Panameer to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Panameer, for checking their email and for responding to notices sent by Panameer to the User’s registered email address.
9. ABUSE
Panameer, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Panameer believes you are in violation of the Terms of Service.
10. APPOINTMENT OF PAYMENT ESCROW AS PAYMENTS AGENT OF THE
PROVIDER
Each Provider hereby appoints Payment Escrow as its payment collection agent for the limited purpose of receiving, holding, and settling payments from Service Buyers pursuant to this Agreement. Each Provider further agrees and understands that a payment received by Payment Escrow from a Service Buyer, on Provider’s behalf, shall be considered the same as payment made directly to the Provider. Such payment shall be deemed to satisfy the Service Buyer’s obligation to pay Provider, and the Provider will provide its services to the Service Buyer in the agreed-upon manner as if the Provider had received the payment directly from the Service Buyer. Each Provider understands that Payment Escrow’s obligation to pay the Provider is subject to, and conditional upon, successful receipt of the associated payments from the Service Buyer. Provider further agrees that Payment Escrow is not required to settle such payment to Provider in the event that Service Buyer initiates a chargeback, ACH return, or otherwise disputes the payment. In the event that Payment Escrow does not make a payment to Provider as required by this Agreement, Provider will have recourse against only Payment Escrow and not against Service Buyer. In accepting appointment as the limited payment collection agent of the Provider, Payment Escrow assumes no liability for any acts or omissions of the Provider.
Each Service Buyer acknowledges and agrees that, notwithstanding the fact that Payment Escrow is not a party to the agreement between the Service Buyer and the Provider, Payment Escrow acts as each Provider’s payment collection agent for the limited purpose of accepting payments from the Service Buyer on behalf of the Provider. Upon a Service Buyer’s payment of the funds to Payment Escrow, the Service Buyer’s payment obligation to the Provider for the agreed upon amount is extinguished, and Payment Escrow is responsible for remitting the funds successfully received by Payment Escrow to the Provider in the manner described in this Agreement. In the event that Payment Escrow does not remit any such amounts, the Provider will have recourse only against Payment Escrow and not the Service Buyer directly.
11. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
Panameer and Affiliates merely provide a platform for Internet payment services. Panameer and Affiliates do not have any responsibility or control over the Provider Services that Service Buyer purchases, except as explicitly provided in Section 10. Nothing in this Agreement deems or will be interpreted to deem Panameer or any Affiliate as Service Buyer’s or Provider’s agent with respect to any Provider Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example,
Panameer does not guarantee the performance, functionality, quality, or timeliness of Provider Services or that a Service Buyer can or will make payments.